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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Life USA Holding, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
531918209
(CUSIP Number)
Michael T. Westermeyer, Allianz Life Insurance Company of North America
1750 Hennepin Avenue South, Minneapolis, MN 55403
(612) 347-6500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 531918209 SCHEDULE 13D
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1 NAME OF REPORTING PERSON, IRS IDENTIFICATION NO. OF ABOVE PERSON
Allianz Life Insurance Company of North America 41-1366075
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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7 SOLE VOTING POWER
NUMBER OF 5,304,056 (1)
SHARES ---------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,304,056 (1)
WITH ---------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,304,056 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[X]
(1)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5% (based on 25,893,100 shares outstanding on March 31, 1998) (1)
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14 TYPE OF REPORTING PERSON*
IC, CO
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(1) Does not include direct purchases over the next five years of newly
issued Common Stock from the Issuer pursuant to the Stock Purchase
Agreement.
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AMENDMENT NO. 5
TO
SCHEDULE 13D
This Amendment No. 5 amends the Schedule 13D, dated February 24, 1995
(as previously amended) of Allianz Life Insurance Company of North America
("Allianz") with respect to the Common Stock, $.01 par value, ("Common Stock")
of Life USA Holding, Inc., a Minnesota corporation (the "Issuer"). This
amendment amends only those portions of the information previously reported that
have changed since the prior filing.
This amendment reflects additional purchases of the Issuer's Common
Stock and an amendment to the Stock Purchase Agreement.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the shares of Common Stock (the
"Additional Shares") purchased by Allianz as reported in Item 5(c) of this
Schedule 13D was $11,142,265.50, which purchase was financed by working capital
funds of Allianz.
Item 4. Purpose of the Transaction
As described in Amendment No. 1 to Schedule 13D, Allianz previously
purchased shares of Common Stock. In accordance with the Stock Purchase
Agreement between Issuer and Allianz, Allianz has purchased the Additional
Shares.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on August 12, 1998, Allianz
beneficially owned 5,304,056 shares of Common Stock or approximately 20.5% of
the outstanding shares of Common Stock (based on 25,893,100 shares outstanding
on March 31, 1998).
(b) Allianz has sole voting power and sole dispositive power as to the
shares of Common Stock described in (a) above.
(c) Pursuant to the Stock Purchase Agreement, on August 4, 1998 Allianz
purchased 406,092 shares of Common Stock from the Issuer for $10,000,015.50. The
following table sets forth the open market transactions effected by Allianz
since June 23, 1998:
Trade Date Number of Shares Price Per Share
July 29, 1998 100,000 $ 11.42
All of such transactions reflect principal purchases effected on the open
market.
Other than the acquisition of Common Stock described above, no
transactions with respect to the Common Stock have been effected since June 23,
1998 by Allianz, Allianz Aktiengesellschaft Holding ("AZ AG"), Allianz of
America, Inc. ("AZOA") or, to the best knowledge of Allianz, by any executive
officer or director of Allianz, AZ AG or AZOA.
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(d) No other person is known by Allianz to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities covered by this Schedule 13D.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
On January 30, 1998, Allianz and the Issuer entered into Amendment No.
1 to Stock Purchase Agreement to correct the number of shares subject to
preemptive rights to 241,846 in lieu of 239,165.
On July 15, 1998, Allianz and the Issuer entered into Amendment No. 2
to Stock Purchase Agreement to (i) to provide that stock to be issued shall be
considered outstanding for certain purposes (ii) to amend Section 2.5 relating
to the maximum number of shares of Common Stock that Allianz and its affiliates
may own so that stock repurchased by the Issuer pursuant to a stock repurchase
program approved by the Issuer's Board of Directors on June 15, 1998 (the "Stock
Repurchase Plan") will be considered as outstanding for purposes of calculating
the percentage limitation and (iii) to except from the Issuer's limitation on
repurchases the Stock Repurchase Plan.
The term "Stock Purchase Agreement" refers to the Stock Purchase
Agreement, as so amended.
Item 7 Material to be filed as Exhibits.
Exhibit 1-Amendment No. 1 to Stock Purchase Agreement.
Exhibit 2-Amendment No. 2 to Stock Purchase Agreement.
Signature
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement by or about the undersigned is true, complete and correct.
Date: August 13, 1998
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
By /s/ Michael T. Westermeyer
------------------------------------
Michael T. Westermeyer
Vice President, Corporate Legal Officer
and Secretary
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AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT is made and entered into as of January 30, 1998 among
LIFE USA HOLDING, INC., a Minnesota corporation (the "Company"), and ALLIANZ
LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation ("Allianz").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into the Stock Purchase
Agreement dated January 13, 1998 (the "Agreement" and all terms defined in the
Agreement are used herein as defined in the Agreement); and
WHEREAS, as a result of the finalization of the Company's audited
financial statements for the year ended December 31, 1997, the Company has
determined that the number of shares of its Common Stock subject to the
Preemptive Rights was 241,846 shares as of December 31, 1997 rather than 239,165
shares as stated in the Agreement and the parties desire to amend the Agreement
to reflect this change;
NOW, THEREFORE, in consideration of these premises and of the
covenants, conditions and promises hereinafter set forth and for One Dollar
($1.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Shares Subject to Preemptive Rights. The number "241,846" is hereby
inserted in lieu of the number "239,165" in Section 1.2 of the Agreement.
2. Full Force and Effect. Except as expressly set forth herein, the
Agreement as amended hereby shall continue in full force and effect in
accordance with its terms.
3. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Minnesota, without regard to the
principles thereof regarding conflict of laws.
IN WITNESS WHEREOF, the parties have executed this Agreement, each as
of the date first above written.
LIFE USA HOLDING, INC.
By /s/Mark A. Zesbaugh
-------------------------
Mark A. Zesbaugh, Executive
Vice President and Chief
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Financial Officer
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
By /s/Michael T. Westermeyer
--------------------------------
Michael T. Westermeyer
Vice President, Secretary, and
Corporate Legal Officer
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AMENDMENT NO. 2
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT is made and entered into as of July 15, 1998 between
LIFE USA HOLDING, INC., a Minnesota corporation (the "Company"), and ALLIANZ
LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation ("Allianz").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into the Stock Purchase
Agreement dated January 13, 1998, as amended by Amendment No. 1 to Stock
Purchase Agreement dated as of January 30, 1998 (the "Agreement" and all terms
defined in the Agreement are used herein as defined in the Agreement); and
WHEREAS, the parties wish to amend Section 2.2 of the Agreement to
include certain shares of Common Stock in the divisor for purposes of
determining Book Value Per Share; and
WHEREAS, the Company has authorized the repurchase of up to 4,000,000
shares of its Common Stock pursuant to a stock repurchase plan adopted by the
Board of Directors of the Company on July 15, 1998 (the "Stock Repurchase
Plan"); and
WHEREAS, Section 2.5 of the Agreement limits the percentage ownership
by Allianz of the Company's Common Stock, and the parties wish to amend Section
2.5 to the Agreement to avoid reduction in the maximum ownership by Allianz as a
result of the Stock Repurchase Plan; and
WHEREAS, the parties wish to amend Section 7.17(b) of the Agreement to
permit the Company to carry out the Stock Repurchase Plan,
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Amendment to Section 2.2 of the Agreement. Section 2.2 of the
Agreement is amended by adding an additional sentence to the end of Section 2.2
reading as follows:
"For purposes of determining Book Value Per Share pursuant to
this Section 2.2, the actual number of issued and outstanding
shares of Common Stock as of the Determination Date shall be
deemed to include shares to be issued in the July or January
immediately following the Determination Date for the benefit
of participants in the Company's Employee Savings Plan (401(k)
Plan) upon payment of funds reserved for the purchase of
Common Stock during the calendar quarter ended as of the
Determination Date."
Amendment of Section 2.5 of the Agreement. Section 2.5 of the
Agreement is amended by adding an additional sentence to the end of Section 2.5
reading as follows:
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For purposes of this Section 2.5, the actual number of issued
and outstanding shares of Common Stock of the Company with
respect to which Allianz's percentage ownership shall be
determined shall be deemed to include all Common Stock
repurchased by the Company pursuant to the stock repurchase
plan approved by the Board of Directors of the Company on July
15, 1998."
Amendment to Section 7.17 of the Agreement. Clause (b) of
Section 7.17 of the Agreement is hereby amended to read as follows:
"(b) repurchase any shares of its Common Stock from any of its
shareholders in any calendar year in excess of five percent
(5%) of the number of shares of Common Stock outstanding at
the beginning of such year, provided that this restriction on
repurchase shall not apply to the Company's repurchase of its
Common Stock pursuant to the stock repurchase plan approved by
the Board of Directors of the Company on July 15, 1998."
Full Force and Effect. Except as expressly set forth herein,
the Agreement as amended hereby shall continue in full force and effect in
accordance with its terms.
Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Minnesota, without regard
to the principles thereof regarding conflict of laws.
IN WITNESS WHEREOF, the parties have executed this Agreement, each as
of the date first above written.
LIFE USA HOLDING, INC.
By /s/Mark A. Zesbaugh
-------------------------------
Mark A. Zesbaugh, Executive
Vice President and Chief
Financial Officer
ALLIANZ LIFE INSURANCE COMPANY OF
NORTH AMERICA
By /s/Michael T. Westermeyer
--------------------------------
Michael T. Westermeyer
Vice President, Secretary, and
Corporate Legal Officer
